1. Field of the Invention
This invention relates to the field of negotiations, and in particular, to a document management system for tracking and recording on-going negotiations at a micro-level and a macrolevel.
2. Description of Related Art
Negotiations are very unstructured affairs in almost every respect. Negotiations are adversarial by nature, even when the parties have a genuine desire to reach an agreement. The adversarial character is reflected by almost every aspect of the process. Firstly, each party desires to control the paperwork. Computers have alleviated this issue to some extent. Many word processing programs have a revision tool by means of which revisions can be made on a tentative or provisional basis, and be coded by color or underlining, in a manner that some or all of the revisions can be accepted at a later time and automatically implemented. If the parties have the same software the document can be transferred back and forth, but there is no easy way to track the changes or determine the status of uncoded clauses.
There is a long-felt need for obviating the counter-productive desire to control the paperwork. In the event the paperwork is shared by transmission between parties, there remains a long-felt need to obviate having to have the same, if not completely compatible word processing systems.
Negotiators keep independent notes which may never be seen by others, including the negotiator""s manager, except when a dispute arises as to the meaning or consequence of a previous change or position, or as to the reason certain clause language was accepted by one party, perhaps subject to another point being yielded by the other party. In this instance, the notes usually reflect the differing position of each party, so that the previously decided issue must be renegotiated. When negotiations take place over a period of time, or in a series of negotiating sessions, the parties often forget where the discussions were interrupted, forgetting either genuinely or by design. Parties are also prone to forget undocumented agreements to be implemented later, or in some cases, the parties clearly remember these issues differently.
Managers have a particularly difficult task in monitoring and evaluating the negotiating efficiency of the negotiators as there is little recorded information regarding how and why certain clauses were agreed to in a manner more favorable to one party than the other. Once again, those personal notes can represent, or can be made to represent, a very selective record.
There is a long-felt need for a system for managing and tracking negotiations, which facilitates generation of a complete, on-going and accurate historical written record of the entire negotiation, and which enables each party to determine the status of every clause in an agreement at any time. Such a negotiation management system can benefit both the negotiators and the managers during the course of discussions, and can ultimately benefit the principals by improving the quality of the negotiations themselves.
It is frequently desired to incorporate predrafted clauses from form books and the like to speed implementation of proposed revisions and revisions which have been agreed to in terms, assuming appropriate language is adopted. Such clauses are available on CD ROMs, for example, but there is no integrated system available by which all parties can easily import such clauses into a document being negotiated.
There is a long-felt need for an integrated system by which predrafted clauses can be easily imported into a document being negotiated by any party and at any time.
Finally, it is often helpful to conduct negotiations on neutral ground. Negotiations conducted in-person can be conducted in a rented facility, but this is often an unacceptable expense and inconvenience, and in any event, often takes place in a host city or location associated with one of the parties. In the event negotiations take place at a distance, for example by transmission of a document in some form back and forth between the parties, only one party has access to the document at a time. This can be inconvenient, if not a source of considerable frustration.
There is a long-felt need to establish a neutral ground which provides each long-distance negotiator with equal and essentially unrestricted access to the document being negotiated and an associated record of the negotiations.
Each of the long-felt needs of the prior art is satisfied by the negotiation management system taught herein, which can be embodied as a method for managing negotiations, a method for facilitating negotiations and a computer apparatus programmed for enabling the methods to be practiced.
The negotiation manager, or management system, taught herein is a universal document management system which allows two or more parties to divide a proposed contract, or a draft letter of agreement, into specific issues that can then be edited during a series of iterations until both parties feel an optimum xe2x80x9cwin/winxe2x80x9d agreement has been reached. A core feature of the system is a so-called xe2x80x9cbracketingxe2x80x9d facility which allows a clause to be physically and visually isolated from within a base or starting document. The bracketed clause is then copied to respective positions associated with each party, but visible to both parties, at which each party can take turns making respective revisions. As each party makes changes in the wording of the bracketed, or targeted clause, the system records all changes until mutually acceptable language is finally proposed and the bracketed issue can be identified as having been agreed to.
The system also enables the negotiators to make an instant assessment of any and all issues so as to balance tradeoffs and track the conflict. For example, the system can allow the parties to track struggles to define a suitable up-front payment in relation to a final agreement on annual minimums. As the up-front payment request increases, the parties would be expected to lower the annual minimums.
Each recorded change to a bracketed clause becomes a revision to the base document, which is continually updated. In effect, the parties are creating a series of draft agreements during the negotiation process. The system also allows the parties to create new issues and treat them as bracketed items in their own right. When each new issue is created, the draft agreement is updated to include the new issue and the system brackets the issue in the system itself. The new language, in effect, becomes another draft clause that can be reciprocally edited until it is suitable for the final agreement.
Two management features help the negotiators keep track of the negotiation process even when negotiations take place over a matter of weeks, or longer, and involve dozens of disputed issues. The first feature is visual coding, one example of which is color coding. Each clause in the base document can be color coded to distinguish between clauses which have been agreed to and clauses which have not been negotiated. The bracketed clauses can be color coded to identify the party originating that version of a modified clause as the modified clause automatically appears in the updated document. The document can then be color coded to further distinguish clauses which are being negotiated and to identify which party has made the most recent proposal. This has the subtle but very significant effect of unambiguously tracking the turn taking obligations of the parties. This technique virtually abolishes the kind of crunch strategies which are bound up with aggressive win/lose negotiations. In other words, this program helps negotiators avoid the so-called xe2x80x9cJapanesexe2x80x9d type of turn taking evasion, in which bottom line judgments are avoided by saying xe2x80x9cYour proposal might be difficult.xe2x80x9d Such a strategy can sometimes pressure an opposing negotiator into making a change in his or her most recent proposal, thus leading the negotiator into the trap of negotiating with him or herself. The system virtually forces both parties to make concrete changes to the agreement until a mutually agreeable endpoint is attained.
A second major management feature is a color coded bracket summary page. This page provides a convenient overview of all the issues at dispute in the negotiation. Issues that have been agreed to show up as brackets of a first color, consistent with the color coding of the document. The color RED, for example, can identify issues containing language offered up by the party of the first part, often the initiator of the agreement effort and the author of the initial draft document. Brackets that are the color BLUE, for example, can indicate that the language suggested by the party of the second part is currently featured in the full text of the agreement as it is now worded. Simply by noting the color of the bracket, a negotiator is focused on issues that require special attention and creative new responses. Clauses which have been agree to can, for example, be coded by the color GREEN, both in the document and by the summary bracket. Many other kinds of visual coding can be utilized.
These two management features allow negotiators to maintain an overarching perspective toward the negotiation. As such, if a single issue becomes a major sticking point, the program helps the negotiators bypass dozens of pages of complex jargon and dozens of resolved conflicts so they can bring all their attention to bear on the troubled issue.
The system provides a unique historical record of the negotiation at both a microscopic and macroscopic level. At the microscopic level of a single bracketed issue, each change made by a participant is recorded in a linear list so that the sequence of moves that was made to attain a final solution can be reviewed by the participants or by a high level manager. In this sense, the system is the first tool designed to hold negotiators accountable for the quality of the conflict they generate during the process of negotiation. A manager can rapidly discover instances where his or her negotiator allowed important changes to be introduced into the agreement as a cost free capitulation. In fact, the historical record of every bracketed issue can be printed at any time. As a further tool to help explain matters of strategy or issues of settlement philosophy, the system allows annotations or other notes to be generated and recorded as part of the issue summary.
At the macroscopic level, the program allows the parties to print complete versions of the agreement at the conclusion of every round of negotiations. Without having to incur the tremendous legal cost and distressing delay associated with having lawyers draft interim agreements, persons using the system stay in full control of the entire process. When the final agreement is tentatively completed, the most current version of the agreement can be given to lawyers for minor revisions. The final agreement can thus be prepared for formal signatures in extremely rapid order.
The system can be compatible with virtually every word processing system and a base or starting document can be imported from almost any source. For example, the system can operate with rich text format, a format to and from which almost every word processing program can convert text. The record of the negotiations can be enhanced by first establishing a bibliographic record of the participants and by associating date and time stamps with each revision, indeed with each proposed revision of the agreement. Each negotiation has a permanent running clock.
One or more sources of predrafted clauses can be easily integrated with the system to enable both parties to easily peruse and import appropriate language for implementing agreed upon terms.
The system can be implemented by a software application running on a computer, for example a personal computer of each party. The system can also be implemented at an Internet web site, which would serve as a neutral venue and which could be accessed by the parties, alone and together, at any time of the night or day. This is particularly useful for negotiators whose local time zones are literally day and night to one another. Such an Internet web site can become a virtual negotiating center for a plurality of ongoing negotiations regarding different matters and between different parties. The document and associated record remain at the web site and thus eliminate the need to transmit documents back and forth. The issue of controlling the paperwork is also obviated
A method for managing negotiations between parties, in accordance with an inventive arrangement, comprises the steps of: storing a selected document having a plurality of negotiable clauses; creating a first retrievable display relating to the document; updating the document as the clauses are modified, so that each clause corresponds to the last of the modifications; and, visually coding the first retrievable display to identify clauses which have not been negotiated, whereby the negotiations can be tracked by reviewing the visually coded display.
The method can further comprise the step of visually coding the first retrievable display to distinguish between clauses which have not been negotiated and clauses which have been agreed to. The method still further comprise the step of visually coding or further visually coding, as appropriate, the first retrievable display so that those of the updated clauses which have not yet been agreed to are attributable to one of the parties.
The method can further comprise the steps of: creating a plurality of respective retrievable clause displays for all the modifications of the clauses as each clause is negotiated; and, visually coding the plurality of respective retrievable clause displays so that the modifications are attributable to respective ones of the parties.
The method can further comprise, alone or together with the preceding step, the steps of: creating a retrievable summary display for all the clauses, each clause being represented by a summary identifier; and, visually coding each summary identifier consistent with the step of visually coding the plurality of respective retrievable clause displays.
The visual coding, or further visual coding as appropriate, can be implemented by the step of visually coding by at least one of: foreground color; background color; font face; font style; borders; and, brackets.
The method can further comprise the step of first recording bibliographic information identifying the parties and the parties"" negotiators. The selecting step can comprise the step of importing the selected document from another application. Date and time information can be associated with each of the modifications. The modifications can be implemented by linking to at least one source of selectable clauses and copying selected ones of the selectable clauses. Retrievable notes relating to respective ones of the negotiated clauses can also be recorded.
The method can further comprise the steps of: storing all information recorded in connection with the negotiations in at least one data file, whereby the at least one data file can be sent back and forth between the parties. Alternatively, the method can further comprise the steps of: storing all information recorded in connection with the negotiations on an Internet web site; and, enabling access to the information by the parties over the Internet.
A method for facilitating negotiations, in accordance with a further inventive arrangement, comprises the steps of: enabling at an Internet web site a selection of a document having a plurality of negotiable clauses; creating at the Internet web site a first retrievable display related to the document; providing authorized parties access to the retrievable display over the Internet; updating the document as the clauses are modified during the negotiations, so that each clause corresponds to the last of the modifications; and, visually coding the first retrievable display to identify clauses which have not been negotiated, whereby the negotiations can be tracked.
The method can further comprise the step of visually coding the first retrievable display to distinguish between clauses which have not been negotiated and clauses which have been agreed to. The method also further comprise the step of further visually coding the first retrievable display so that those of the updated clauses which have not yet been agreed to are attributable to one of the parties.
The method can further comprise the steps of: creating a retrievable summary display for all the clauses, each clause being represented by a summary identifier; and, visually coding each summary identifier. The summary identifier can be visually coded consistent with the steps of visually coding and further visually coding the first retrievable display.
The method can further comprise, with and without the step of creating the retrievable summary display, the steps of: creating a plurality of respective retrievable clause displays for all the modifications of the clauses as each clause is negotiated; and, visually coding the plurality of respective retrievable clause displays so that the modifications are attributable to respective ones of the parties.
The visual coding, or further visual coding as appropriate, can be implemented by the step of visually coding by at least one of: foreground color; background color; font face; font style; borders; and, brackets.
The method can further comprise the step of first recording bibliographic information identifying the parties and the parties"" negotiators. The selecting step can comprise the step of importing the document from another application. Date and time information can be associated with each of the modifications. Sources of selectable clauses can be made available at the web site for copying by the parties to implement the modifications. Retrievable notes relating to respective ones of the negotiated clauses can also be recorded.
A computer apparatus programmed with a routine set of instructions stored in a fixed medium, in accordance with another inventive arrangement, comprises: means for selecting a document having a plurality of negotiable clauses; means for creating a first retrievable display relating to the document; means for updating the document as the clauses are modified, so that each clause corresponds to the last of the modifications; and, means for visually coding the first retrievable display to identify clauses which have not been negotiated, whereby the negotiations can be tracked by reviewing the visually coded display.
The computer apparatus can further comprise means for visually coding the first retrievable display to distinguish between clauses which have not been negotiated and clauses which have been agreed to. The computer apparatus can also further comprise means for further visually coding the first retrievable display so that those of the updated clauses which have not yet been agreed to are attributable to one of the parties.
The computer apparatus can further comprise: means for creating a plurality of respective retrievable clause displays for all the modifications of the clauses as each clause is negotiated; and, means for visually coding the plurality of respective retrievable clause displays so that the modifications are attributable to respective ones of the parties.
The computer apparatus can further comprise, with and without the means for creating a plurality of respective retrievable clause displays: means for creating a retrievable summary display for all the clauses, each clause being represented by a summary identifier; and, means for visually coding each summary identifier consistent with the visually coding of the plurality of respective retrievable clause displays. Each summary identifier is visually coded consistent with the visual coding the first retrievable display and the visual coding of the plurality of respective retrievable clause displays.
The visual coding and the further visual coding can be implemented by at least one of: foreground color; background color; font face; font style; borders; and, brackets.
The computer apparatus can further comprise: means for accessing sources of selectable clauses; and, means for copying one of the selectable clauses to implement the modifications.
The computer apparatus can further comprise: each of the means being operable at an Internet web site; and, means for providing authorized parties access to the Internet web site for negotiating and tracking the negotiations.
A method for managing negotiations between parties, in accordance with yet another inventive arrangement, comprises the steps of: storing a selected document having a plurality of negotiable clauses; creating a first retrievable display relating to the document; updating the document as the clauses are modified by the parties, so that each clause corresponds to the last of the modifications; creating a plurality of respective, retrievable clause displays for all modifications of the clauses as each clause is negotiated; creating a retrievable summary display for the clauses; and, visually coding the retrievable displays to distinguish between clauses which have not been negotiated and clauses which have been agreed to, and so that updated clauses which have not yet been agreed to are attributed to one of the parties, whereby the negotiations can be tracked by reviewing the visually coded displays. All of the steps can be implemented at an Internet web site.